HomeMy WebLinkAboutContract 62509Docusign Envelope ID: ACFEB8B5-0252-43A2-8CF7-F09FE631BBFD
CSC No. 62509
FORT WORTH,
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation, acting by and
through its duly authorized Assistant City Manager, and THE CLEANING GUYS, LLC DBA CG
ENVIRONMENTAL ("Vendor"), a Texas limited liability company, acting by and through its duly
authorized representative, each individually referred to as a "party" and collectively referred to as the
"parties."
1. Scope of Services. Vendor will provide decontamination services (biohazardous cleanup)
for the City of Fort Worth's Police Department's Records and Jail Division, patrol vehicles, or other Police
locations on an "as -needed" basis ("Services"), in accordance with the descriptions and specifications
which are set forth in more detail in Exhibit A — Scope of Services, attached hereto and incorporated herein
for all purposes.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager
("Effective Date") and shall expire one (1) year from that date ("Expiration Date"), unless terminated earlier
in accordance with this Agreement ("Initial Term"). Upon the expiration of the Initial Term, the Agreement
shall renew automatically under the same terms and conditions for up to four (4) one-year renewal periods,
unless City or Vendor provides the other party with notice of non -renewal at least 90 days before the
expiration of the Initial Term or renewal periods.
3. Compensation.
3.1 Total compensation under this Agreement will not exceed one hundred thousand
dollars and zero cents ($100,000.00) annually.
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and the provisions of this Agreement, including Exhibit B —
Payment Schedule, which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing
the additional costs for such services. City will not be liable for any additional
expenses of Vendor not specified by this Agreement unless City first approves
such expenses in writing.
Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with at least 30 days' written notice of termination.
OFFICIAL RECORD
CITY SECRETARY
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4.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City -provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents, and
employees, agrees that it will treat all information provided to it by City ("City Information") as
confidential and will not disclose any such information to a third party without the prior written
approval of City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas, and all documents held or maintained for City are subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked Confidential or
Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit
reasons objecting to disclosure to the Texas Attorney General. A determination on whether such
reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the
State of Texas or by a court of competent jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete, or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers, and records, including, but not limited to, all electronic records of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
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reasonable advance notice of intended audits.
7. Indenendent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative, or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants, and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a co -employer or a joint employer of Vendor or any of
its officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself and any of its officers, agents, servants, employees, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY,
INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED
BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS
OFFICERS, AGENTS, REPRESNTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS,
OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR
ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPA TENT, COPYRIGHT, TRADE
MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE
OF THE SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS
AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND,
SETTLE, OR PAY WILL NOT APPLYIF CITYMODIFIES OR MISUSES THE SOFTWARE
AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE
OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS
SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY
SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR
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COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER,
CITY WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH
SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S
INTERESTS, AND CITYAGREES TO COOPERATE WITH VENDOR IN DOING SO. IN
THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR
PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT
AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY
WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM
OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE ANYSUCH CLAIM, HOWEVER, VENDOR WILL FULLY
PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR
ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTENNOTICE OFANYSUCH
CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY MAY RECEIVE RELATING
THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF
PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO
INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR
DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE
THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT
OR COMPROMISE, SUCH USE IS MA TERIALL Y AD VERSEL Y RES TRICTED, VENDOR
WILL, AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE
FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR
DOCUMENTATION, OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO
MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT
MATERIALLY ADVERSELY AFFECT CITY'S AUTHORIZED USE OF THE SOFTWARE
AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND
DOCUMENTATION WITH EQUALL Y SUITABLE, COMPATIBLE, AND FUNCTIONALLY
EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATION AT NO
ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING
ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR, TERMINATE THIS
AGREEMENT AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY,
SUBSEQUENT TO WHICH TERMINATION CITY MA Y SEEK ANY AND ALL REMEDIES
AVAILABLE TO CITY UNDER LAW.
9. Assi2nment and Subcontracting.
9.1 AssiQnment. Vendor will not assign or subcontract any of its duties, obligations,
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior
to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
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10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired, and non -owned.
(c) Workers' Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' Liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
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(c) A minimum of thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. At least ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. ComDliance with Laws. Ordinances. Rules, and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state, and local laws,
ordinances, rules, and regulations and that any work it produces in connection with this Agreement will
also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City
notifies Vendor of any violation of such laws, ordinances, rules, or regulations, Vendor must immediately
desist from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants, or representatives, or (2) received by the other party by United States Mail, registered,
return receipt requested, addressed as follows:
To CITY:
To VENDOR:
City of Fort Worth The Cleaning Guys, LLC dba CG Environmental
Attn: Assistant City Manager Attn: Tasha Kilgore, Contract Specialist
100 Fort Worth Trail 5255 Teague Road
Fort Worth, TX 76102-6314 Fort Worth, TX 76140
817-483-8181
With a copy to Fort Worth City Attorney's Office
at same address
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14. Solicitation of Emulovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas, or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance the notice section of this Agreement.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have had the
opportunity to review and revise this Agreement and that the normal rule of construction to the effect that
any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of
this Agreement.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
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of this Agreement will be binding upon a party hereto unless set forth in a written instrument executed by
an authorized representative of each party.
23. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns, and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts, and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immigration and Nationalitv Act. Vendor must verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all federal and state laws, as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
27. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret, and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation, or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title, and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
28. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. This
Agreement, and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
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29. Change in Companv Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation may adversely impact invoice payments.
30. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
31. Prohibition on Bovcottinu Energv Companies. If Vendor has fewer than 10 employees
or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. If
Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the
City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more
that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the Vendor that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm
entity or firearm trade association during the term of this Agreement.
33. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
By:
William Johnson (D c 20, 202412:56 CST)
Name:
William Johnson
Title:
Assistant City Manager
Date: Dec 20, 2024
VENDOR:
THE CLEANING GUYS, LLC DBA CG
ENVIRONMENTAL:
�DocuS� igned by:
Name: RJ Schwartz
Title: General Manager for South Region
Date: 12/19/24
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By:
RobertRobert Al c 20,202411:52 CST)
Name:
Robert A. Alldredge, Jr.
Title:
Executive Assistant Chief
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
9 �nnq
Attest: p401 `3090 By:
ono =; Name: Loraine Coleman
Title: Administrative Services Manager
By: �1
Name: Jannette S. Goodall Approved as to Form and Legality:
Title: City Secretary
Contract Authorization:
M&C: None Required
Date M&C Approved: N/A
Form 1295: N/A
By:
Name: Hye Won Kim
Title: Assistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement — The Cleaning Guys, LLC dba CG Environmental Page 10 of 17
Docusign Envelope ID: ACFEB8B5-0252-43A2-8CF7-F09FE631BBFD
EXHIBIT A
SCOPE OF SERVICES
1.0 CONTRACTOR REQUIREMENTS - Contractor shall:
1.1 Have a minimum of 3 (three) years of experience performing services
similar or related to the Scope of Services.
1.2 Have and operate a full-time, permanent business address with the
ability to be reached by email and telephone.
2.0 DEFINITIONS
2.1 "Blood Borne Pathogens" means pathogenic microorganisms that are
present in human blood and can cause diseases.
2.2 "Contaminated" means the presence or the reasonably anticipated
presence of blood or other potentially infectious fluids on but not
limited to the inside surface of the vehicle materials, building, or
furniture material.
2.3 "Decontamination" means the use of physical and/or chemical means to
remove, inactivate, or destroy blood borne pathogens to the point
where they are no longer capable of transmitting infectious particles
and/or are safe and odor free.
3.0 BIOHAZARD CLEANUP AND DECONTANIINATION SERVICES
3.1 The intent of this specification is to describe the minimum
requirements for the purchase of decontamination services
(biohazardous cleanup) for the City of Fort Worth's Police
Department's Records and Jail Division, patrol vehicles, or other
Police locations on an "as -needed" basis.
3.2 The City will use this agreement to chemically clean and disinfect
vehicles, buildings, and furniture contaminated by bodily fluids and
biohazard materials such as blood pathogens, urine, feces and vomitus to
protect against Human Immunodeficiency Virus (HIV), Hepatitis,
Tuberculosis, and any other infectious dangers present. Under
circumstances in which differentiation between body fluid types is
difficult or impossible, all body fluids shall be considered potentially
infectious material so precautions shall be observed to prevent contact
with blood or other potentially infectious fluids or materials.
Decontamination services may be ordered twenty-four (24) hours a
day, seven (7) days a week. The services shall include but are not
limited to the cleaning of porous and nonporous surfaces such as walls,
furniture, floors, countertops, sinks, toilets, and patrol vehicles.
3.3 The Contractor shall provide a disinfectant that is Environmental
Protection Agency (EPA) rated as safe and must have an efficiency
rating of 99.9% from which will neutralize harmful bacteria and
viruses. The disinfectant must be able to neutralize all surface(s) within
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Docusign Envelope ID: ACFEB8B5-0252-43A2-8CF7-F09FE631BBFD
the said facilities and not leave behind any residue or odor which may
cause a nuisance and/or health concern.
3.4 Applies to all occupational exposure to potentially infectious fluids or
material that might be present during clean-up of automotive/vehicles,
buildings, or structures.
4.0 BED BUG TREATMENT MINIMUM REQUIREMENTS
4.1 Contractor shall provide all labor, materials, equipment, supplies, and
personnel to clean, remove, decontaminate, and dispose of
biohazardous materials found during cleaning of patrol vehicles. This
includes the spraying of a disinfectant to remove any contaminates
found. In some severe cases, this may include the removal of seats to
clean contaminate that may have spread between or underneath the
seats.
4.2 Contractor shall thoroughly treat patrol vehicles with appropriate
compounds of chemicals and/or pesticide chemicals to exterminate
bed bugs that have contaminated the vehicles, including but not
limited to:
4.2.1 Pyrethrins
4.2.2 Pyrethroids
4.2.3 Desiccants
4.2.4 Biochemicals
4.2.5 Pyrroles
4.2.6 Neonicotinoids
4.2.7 Insect Growth Regulators
4.2.8 Contractor shall thoroughly clean and sanitize patrol units in
order to remove any compounds/pest control chemicals, and
exterminated bed bugs.
4.3 Contractor shall thoroughly clean and sanitize patrol units in order to
remove any compounds/pest control chemicals, and exterminated bed
bugs.
5.0 FIRE EXTINGUISHER DISCHARGE CLEANUP MINIMUM
REQUIREMENTS
5.1 Contractor shall thoroughly and properly clean fire extinguisher
discharge in patrol vehicles using the appropriate equipment and
chemicals as it pertains to the fire extinguisher's classification.
Including but not limited to:
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Docusign Envelope ID: ACFEB8B5-0252-43A2-8CF7-F09FE631BBFD
5.1.1 Vacuuming or sweeping up loose debris
5.1.2 Apply a neutralizing cleaner to remove any residue
5.1.3 Rinsing all surfaces that came in contact with chemicals and
allowing everything to dry completely.
5.2 Contractor shill provide all labor, materials, equipment, supplies and
personnel to clean, remove, decontaminate and dispose of hazardous
materials found during cleaning of vehicles. This includes the spraying
of a disinfectant to remove any contaminates found. In some severe
cases, this may include the removal of seats to clean contaminate that
spread between or underneath the seats.
6.0 ADDITIONAL REQUIREMENTS
6.1 Contractor must submit copies of Safety Data Sheets (SOS) for each
chemical to be used.
6.2 All automotive/vehicle and facilities cleanup services must be
performed by trained and certified/licensed technicians.
6.3 The average time for the cleanup of police vehicles will be ninety (90)
minutes from the time Contractor arrives on -site to the time Contractor
departs.
6.4 For biohazard cleanup of buildings, approximately 250 square feet of
biohazard cleaning (blood borne pathogens) will be completed per hour
if the pathogen has not soaked into surrounding materials such as
flooring, furniture, and walls. Decontamination for Covid-19 cleanup
will be completed at approximately 750 square feet per hour.
6.5 Contractor's technicians will perform services in a concise
professional manner that shall not interfere with City employees,
clients, or operations.
6.5.1 Contractor may allow a trainee technician on site but the City
will not pay for the trainee.
6.6 Contractor shall notify City as soon as possible upon any disciplinary
action or sanction taken against Contractor, including but not limited to
corrective action by Occupational Safety and Health Administration
(OSHA), Texas Commission on Environmental Quality (TCEQ), or the
EPA. This includes disclosure to the City, any reasons given for
sanctions, disciplinary action received, penalty, or injunctive relief.
6.7 The Police Department will require that the Contractor be available to be
trained on how to take the molded plastic seats from the back seat of
patrol cars. This training will take place at the Police Department's Fleet
Headquarters.
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6.8 All services and charges for vehicles will be based on one (1) vehicle
per work order only and the invoices must list the Equipment Number
and Purchase Order number for payment.
6.9 All services for facilities will need a Purchase Order number that
includes the location and description of the service to be performed.
This information shall be reflected on the invoice.
6.10 The amount in the agreement is not a guarantee of future quantity, as
the City does not guarantee any particular quantity of vehicles or
building biohazard waste clean-up during the term of this contract. The
quantities may vary, therefore, the City shall not be liable for any
contractual agreements/obligations the Contractor assumes based on
the City purchasing or requiring any specified amounts herein.
6.11 Work requests shall be for a single worker to clean, unless
otherwise ordered and approved by the City.
6.12 The Police Department will provide notice to the Contractor when
services are needed. The Contractor will have forty-eight (48) hours
from notification to complete the required services.
6.13 Contractor shall designate at least one (1) point of contact for services.
6.14 Contractor's point of contact shall respond to calls, voicemails, and
entails within twenty-four (24) hours.
6.15 The City shall be notified of any changes in contact personnel or
communication information.
6.16 Contractor shall be available to perform services on a 24-hour, 7 days
a week schedule, including holidays as requested by the City. City
holidays are as follows:
6.16.1 New Year's Day
6.16.2 Martin Luther King Day
6.16.3 Memorial Day
6.16.4 Juneteenth
6.16.5 July 4
6.16.6 Labor Day
6.16.7 Thanksgiving Thursday and the Friday after
6.16.8 Christmas
6.17 The City reserves the right to make inspection of vehicle at any time
during performance of the agreement.
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6.17.1 The Police Department shall determine the acceptability of all
work performed based on the requirements defined herein.
6.17.2 If services are not acceptable, the Contractor will be required
to visit the area of treatment, review, and correct all problem
areas within 24 hours of notification at no additional cost to the
City.
6.17.3 If services continue to be unacceptable, the result may be
cancellation of the agreement.
6.18 No subcontracting allowed without prior written permission from the
City of Fort Worth Police Department.
7.0 CERTIFICATION
7.1 Contractor certifies that it has and will maintain during the term of
this agreement all current and appropriate federal, state, and local
licenses, permits, and certifications necessary for the biohazard
cleanup of buildings, structures and automotive/vehicles. This
includes but is not limited to compliance with all safety standards
required the State of Texas and must be in accordance with OSHA
(1910.1030 requirements, TCEQ Remediation Programs, and EPA
standards of disposal for biohazards.
9.0 SERVICE LOCATIONS
9.1 Fort Worth Police Jail Intake facility, 350 W. Belknap St. 76102, 5000
square feet, serviced quarterly.
9.2 The following are all for interview rooms, approximately 120 square
feet, as needed.
8.2.1 Central Division, 501 Jones St. 76102
8.2.2 East Division, 1100 Nashville Ave. 76105
8.2.3 East Division, 5650 E. Lancaster St. 76112
8.2.4 North Division, 8755 N. Riverside Dr. 76244
8.2.5 Northwest Division, 2500 N. Houston St. 76164
8.2.6 South Division 3501 W. Risinger Rd. 76123
8.2.7 West Division, 3525 Marquita Dr. 76116
8.2.8 West Division 3532 Joyce Dr. 76116
8.2.9 Mounted Patrol, 1901 Las Vegas Trail 76108
8.2.10 Police Fleet Operations, 2500 Brennan Ave. 76106
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Docusign Envelope ID: ACFEB8B5-0252-43A2-8CF7-F09FE631BBFD
EXHIBIT B
COST SCHEDULE
Jail Cleaning, Biohazard. Quarterly. A. . .,;' ly
^1 1
5.000 sq. ft.
Square Foot
4
$ 1,750.00
$ 7,000.00
-1-2 Cell Cleanup. Biohazard. A .. 200 sq. ft.
Square Foot
4
$ 800.00
$ 3,200.00
Interview Room Cleanup. Biohazard,
x1 `
A. . .. , ly 200 sq. ft.
g, i,ar Fr_ict
10
$ 800.00
$ 8,000.00
1-1 Vehicle Cleanup. Biohazard
E
75
$ 425.00
$ 31,875.00
=1 = Vehicle Cleanup. Bed Bug D — . , tion
EA
3
$ 425.00
$ 1,275.00
-1-= Vehicle Cleanup, Fire Extinguisher Discharge E� 13 $ 425.00 $ 5.525.00
^1 Disposal of Bi . , .. is Waste,and Contaminated JOB 100 $ 140.00 $ 14,000.00
Materials per Applicable Laws and Regulations.
ELM 411OLMM $ 70,875.00 J
i
$ 70,875.00�
Price adjustments may only be requested on an annual basis in conjunction with the contract's renewal:
1. Vendor must submit its price adjustment request, in writing, at least 30 days before the requested
effective period. Vendor shall provide written proof of cost increases with the price adjustment
request.
2. If the City concludes that the rate increase being requested is unacceptable, the City reserves the
right to adjust the rate request, or reject the rate request in its entirety and allow the contract to
expire at the end of the contract term. If the City elects not to exercise the renewal option, the
Purchasing Division reserves the right to issue a new solicitation or procure the services by any
other allowable means.
3. Prices shall remain firm for the term of the Agreement and shall include all associated freight and
delivery costs, unless otherwise specifically stated and agreed to by City.
4. Upon expiration of the contract term, Vendor agrees to hold over under the same terms and
conditions of the contract for a reasonable period of time to allow the city to re -solicit an
agreement, not to exceed ninety (90) days.
5. The provision of services shall not be suspended by Vendor except as expressly allowed by the
contract's terms and conditions.
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Vendor shall invoice no more frequently than monthly for services provided.
Vendor shall send invoices electronically to City's centralized Accounts Payable invoice email address:
sutptplierinvoice sa,fortworthtexas. jzov
Payment Terms are Net 30 Days.
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